UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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George R. Roberts

(b)

Address of Principal Business Office, or, if none, Residence:

 

The principal business office for all persons filing (other than George R. Roberts) is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

 

The principal business office for George R. Roberts is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

(c)

Citizenship:

 

See Item 4 of each cover page.

 

(d)

Title of Class of Securities:

 

Common Stock

 

 

48251W 104

 

Item 3.

 

Not applicable.

 

 

(a)

Amount beneficially owned:

 

As of December 31, 2021, KKR Holdings L.P. may be deemed to be the beneficial owner of 258,726,163 shares of Common Stock, consisting 258,726,163 Class A partner interests in KKR Group Partnership L.P. (“KKR Group Partnership Units”) (which are, together with shares of Series II preferred stock of the Issuer, exchangeable into shares of Common Stock on a one-for-one basis) that it owns.

 

KKR Holdings L.P. is a limited partnership that is controlled by KKR Holdings GP Limited, its sole general partner. Messrs. Henry Kravis and George Roberts, by virtue of their rights under the organizational documents of KKR Holdings GP Limited, may be deemed to beneficially own the KKR Group Partnership Units and shares of Common Stock owned by KKR Holdings L.P.

 

As of December 31, 2021, Mr. Kravis may be deemed to be the beneficial owner of 266,674,123 shares of Common Stock, based on the 258,726,163 KKR Group Partnership Units owned by KKR Holdings L.P., 2,677 shares of Common Stock owned by an entity controlled by KKR Holdings GP Limited, and 7,945,283 shares of Common Stock owned directly, by his spouse, or through certain entities he controls.

 

As of December 31, 2021, Mr. Roberts may be deemed to be the beneficial owner of 265,447,595 shares of Common Stock, based on the 258,726,163 KKR Group Partnership Units owned by KKR Holdings L.P., 2,677 shares of Common Stock owned by an entity controlled by KKR Holdings GP Limited, and 6,718,755 shares of Common Stock owned through certain entities he controls.

 

(b)

Percent of class:

 

As of December 31, 2021, (i) KKR Holdings L.P. may be deemed to be the beneficial owner of approximately 30.3% of the Issuer’s outstanding shares of Common Stock, (ii) Mr. Kravis may be deemed to be the beneficial owner of approximately 31.2% of the Issuer’s outstanding shares of Common Stock, and (iii) Mr. Roberts may be deemed to be the beneficial owner of approximately 31.1% of the Issuer’s outstanding shares of Common Stock.

 

 

(i)

Sole power to vote or to direct the vote

 

See Item 5 of each cover page.

 

(ii)

Shared power to vote or to direct the vote

 

See Item 6 of each cover page.

 

(iii)

Sole power to dispose or to direct the disposition of

 

See Item 7 of each cover page.

 

 

See Item 8 of each cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

 

Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2022

 

EXHIBITS

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